Contract analysis

From: Harrison Wexford <hwexford@calderwoodharkness.com> To: Elena Vasquez-Bright <evasquez-bright@cascaderetail.com> Cc: Beatrice Holloway <bholloway@calderwoodharkness.com> Date: Tue, 21 Jan 2025 09:47:00 -0000 Subject: Re: Calderwood & Harkness Engagement — Scope and Staffing for Proposed NovaMart Acquisition

Thank you for signing and returning the engagement letter yesterday. With that formality complete, I am pleased to confirm that Calderwood & Harkness LLP is now formally engaged to represent Cascade Retail Holdings Inc. (Nasdaq: CRHI) in connection with the proposed acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. As we discussed last week, timing on this transaction will be important, and

We will represent Cascade in all aspects of the proposed acquisition of NovaMart, a Delaware corporation headquartered in Austin, Texas. Based on our preliminary discussions, the transaction is expected to be structured as a stock purchase for an aggregate purchase price of approximately $1.2 billion, all cash, governed by Delaware law. Our scope of representation encompasses the following:

- Structuring advice (stock purchase vs. asset purchase vs. merger analysis — memo to follow shortly) - Negotiation and drafting of the definitive stock purchase agreement and all ancillary transaction documents - Comprehensive due diligence review of NovaMart and its operations - Antitrust analysis and Hart-Scott-Rodino Act filing and clearance process - Tax structuring and analysis - Acquisition financing review an

I am assembling a strong team for this engagement. The core group is as follows:

- **Harrison Wexford** — Responsible Partner. I will provide overall supervision, lead negotiations with seller's counsel, and serve as the primary relationship partner for Cascade. - **Beatrice Holloway** — Billing Partner. Beatrice will coordinate all billing matters and also provide substantive M&A support on the transaction documentation. - **Derek Okonkwo** — Lead Associate. Derek will handle day-to-day deal man

A note on antitrust counsel: given the competitive overlap between Cascade's CascadeDirect.com ecommerce platform and NovaMart's marketplace — both operating in the online specialty consumer goods space — I would recommend retaining Whitfield & Crane LLP, a Washington, D.C. antitrust boutique, as dedicated outside antitrust counsel to support Howard on the HSR filing and any subsequent regulatory review. Gabriela Mon

As due diligence progresses, we may also bring in additional specialists from Calderwood & Harkness's other practice groups — IP, real estate, ERISA, and the like. I will confirm any additions with you in advance before incurring fees in those areas.

Based on our discussion with you and Ted, below is a preliminary roadmap for the transaction:

1. **Week of January 27**: Deliver preliminary deal structure memorandum evaluating stock purchase, asset purchase, and merger alternatives, with our recommendation. (Wexford, Okonkwo, with input from Hartwell on tax considerations.) 2. **Early February**: Prepare and negotiate a mutual NDA with NovaMart (to be executed before diligence materials are exchanged). Prepare and negotiate a non-binding Letter of Intent wi

This timeline is aggressive but achievable. The key gating item will be HSR and antitrust clearance given the competitive overlap in online marketplaces, which is why I believe early engagement of specialized antitrust counsel and a proactive approach to the filing process will be critical.

For reference, NovaMart is represented by Calloway, Brandt & Loewe LLP (Richard Calloway, lead partner; Simone Adesanya, associate lead), out of Houston. NovaMart's investment bank is Pemberton Strauss Advisory LLC (Vivian Hong, Senior Managing Director). On Cascade's side, I understand Hargrove Mead & Co. (Christopher Dunleavy) is also engaged as investment bank, and we will coordinate closely with Chris's team thro

For context as we begin our work, NovaMart is a privately held Delaware corporation and one of the largest independent online marketplace platforms in the U.S. for specialty consumer goods. Key metrics include approximately $891 million in FY2024 revenue, $6.2 billion in GMV, approximately 62,400 active sellers, and 9.1 million registered buyers. NovaMart operates 14 fulfillment centers across 9 states through its pr

I understand Cascade has also engaged Whitmore & Paige LLP (Sandra Chiu, engagement partner) for accounting and tax due diligence. We will coordinate closely with Sandra's team, particularly through Sylvia Hartwell on the tax workstream, to ensure alignment and avoid duplication of effort.

To keep things moving, here are the immediate action items:

- Derek Okonkwo will circulate a draft mutual NDA for your review within the next few days. - Derek and I will prepare the preliminary deal structure memorandum for delivery by January 28. - Elena — please confirm whether I should proceed with the Whitfield & Crane LLP engagement for dedicated antitrust counsel (Gabriela Montoya). - Elena and Ted — if you could share any existing term sheets, financial models, or pre

We are genuinely enthusiastic about this engagement and the strategic logic of the NovaMart acquisition for Cascade. This is a transformative transaction, and we are committed to delivering the level of focus and execution it deserves. The entire team is available at any time, and I look forward to working closely with you, Ted, and the broader Cascade team as we move forward.

Harrison Wexford Partner Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 hwexford@calderwoodharkness.com